EFTA01376313.pdf

The Initial Purchaser will represent and agree that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Co-Issuers; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or othenvise involving the United Kingdom. The Initial Purchaser has represented and agreed that: (i) it has not and will not underwrite the issue of, or place the Notes, otherwise than in conformity with the provisions of S.I. No. 60 of 2007. European Communities (Markets in Financial Instruments) Regulations 2007. including, without limitation. Pans 6. 7 and 12 thereof or any codes of conduct issued in connection therewith and the provisions of the Investor Compensation Act 1998; (ii) it has not and will not underwrite the issue of. or place, any Notes. otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942 to 1998 (as amended) and any codes of conduct rules made under Section 117(1) thereof; (iii) it has not and will not underwrite the issue of, or place, or do anything in Ireland in respect of any Notes otherwise than in conformity with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued under Section 51 of the Irish Investment Funds. Companies and Miscellaneous Provisions Act 2005. by the Central Bank; (iv) it has not and will not underwrite the issue of, or place or otherwise act in Ireland in respect of any Notes, otherwise than in conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Central Bank; and (v) no Notes will be offered or sold with a maturity of less than 12 months except in full compliance with Notice BSD C 01/02 issued by the Central Bank. In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Initial Purchaser will represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Securities to the public in that Relevant Member State except that it may. with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State: (i) in (or in German•, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Securities which has been approved by the competent authority in that Relevant Member State or. where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; (ii) to any legal entity which is a qualified investor as defined in the Prospectus Directive: (iii) to fewer than 100 or. if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive). as permitted under the Prospectus Directive. subject to obtaining the prior consent of the relevant Manager or Managers nominated by the Issuer for any such offer. or (iv) at any time in an• other circumstances falling within Article 3(2) of the Prospectus Directive. For purposes of this provision• the expression an "offer of Securities to the public" in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe 53 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0072328 CONFIDENTIAL SDNY_GM_00218512 EFTA01376313